Articles of Incorporation

of

CyberCil of Arizona

Articles of Incorporation of the under-signed, a majority of whom are citizens
of the United States, desiring to form a Non-Profit Corporation under the
Non-Profit Corporation Law of Arizona, do hereby certify:

Article I - Name

The name of the Corporation shall be CyberCil of Arizona.

Article II - Purpose

Said corporation is organized exclusively for charitable, religious, educational,
and scientific purposes, including, for such purposes, the making of distributions
to organizations that qualify as exempt organizations under section 501(c)(3)
of the Internal Revenue Code, or the corresponding section of any future federal
tax code.

Article III - Character of Business

Said corporation is initially organized: 1. Assist people with disabilities
to live independently, 2. Promote independent living for people with disabilities
through the use of the Internet and through assistive technology, 3. Advocate
on behalf of issues of importance to independent living and people with disabilities,
and 4. Develop independent living alternatives.

Article IV

No part of the net earnings of the corporation shall inure to the benefit
of, or be distributable to its members, trustees, officers, or other private
persons, except that the corporation shall be authorized and empowered to
pay reasonable compensation for services rendered and to make payments and
distributions in furtherance of the purposes set forth in Article Third hereof.
No substantial part of the activities of the corporation shall be the carrying
on of propaganda, or otherwise attempting to influence legislation, and the
corporation shall not participate in, or intervene in (including the publishing
or distribution of statements) any political campaign on behalf of or in opposition
to any candidate for public office. Notwithstanding any other provision of
these articles, the corporation shall not carry on any other activities not
permitted to be carried on (a) by a corporation exempt from federal income
tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding
section of any future federal tax code, or (b) by a corporation, contributions
to which are deductible under section 170(c)(2) of the Internal Revenue Code,
or the corresponding section of any future federal tax code.

Article V

Upon the dissolution of the corporation, assets shall be distributed for
one or more exempt purposes within the meaning of section 501(c)(3) of the
Internal Revenue Code, or the corresponding section of any future federal
tax code, or shall be distributed to the federal government, or to a state
or local government, for a public purpose. Any such assets not so disposed
of shall be dis-posed of by a Court of Competent Jurisdiction of the county
in which the principal office of the corporation is then located, exclusively
for such purposes or to such organization, as said Court shall determine,
which are organized and operated exclusively for such purposes.

Article VI

The power of indemnification under the Arizona Revised Statutes shall not
be denied or limited by the bylaws.

Article VII - Board of Directors

The initial board of directors shall consist of six directors. These persons
shall serve as the directors until their successors are elected and qualified.
The names and addresses of the initial directors of the corporation are as
follows:

Name

Address

Robert E. Michaels

Judy Benshoof

Elizabeth Carabine

Tifini St. John

Jon DeWinter

S. Randall Collins

65 E. Kelly Lane, Tempe, AZ 85284-4066

529 E 10th Ave. #3, Apache Junction, AZ 85219

3639 W. Melinda Lane, Glendale, AZ 85308

3104 E. Broadway, #273, Mesa, AZ 85204-1728

3339 W. Harmont Dr. #1, Phoenix, Az. 85051-6150

2715 N. 3rd St., Suite 104, Phoenix, Arizona 85016

The number of persons to serve on the board of directors thereafter shall
be fixed in the Bylaws.

Article VIII - Known Place of Business

The place in this state where the principal office of the Corporation is
to be located is:

65 E. Kelly Lane

Tempe, AZ 85284-4066

Article IX - Statutory Agent

The name and address of the initial statutory agent of the corporation is:

Robert E. Michaels

65 E. Kelly Lane

Tempe, AZ 85284-4066

Article X - Incorporator

The name and address of the incorporator is:

Robert E. Michaels

65 E. Kelly Lane

Tempe, AZ 85284-4066

All powers, duties and responsibilities of the incorporator shall cease at
the time of the delivery of the Articles of Incorporation to the Arizona Corporation
Commission.

Article XI - Discrimination

The corporation will not practice or permit discrimination on the basis of
disability, sex, age, race, national origin, religion, or sexual preference.

Article XII - Members

The corporation will have members. Executed this ___ day of ____________,
2000 by the incorporator.

Signed: _________________________

Robert E. Michaels

Acceptance of Appointment by Statutory Agent The undersigned hereby acknowledges
and accepts the appointment as statutory agent of the above-named corporation
effective the _____ day of __________, 2000.